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Don’t fall into these traps when accounting for stock-based compensation

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If you work at a startup company or have startup clients, you know all too well that cash can be tight and hiring and retaining top talent is a challenge. 

In response many startups turn to equity compensation to attract and retain top talent without breaking the budget on salaries and benefits. Stock-based compensation also ties employees to the company’s success as they essentially become owners. Employees will theoretically work harder and think twice before leaving if they have a chance to earn a substantial windfall in exchange for taking a below-market starting salary.

Great. But founders and their financial teams must remember that equity compensation is not free — it’s a form of deferred compensation that must be treated as an expense. As such, equity compensation has strict rules and regulations for employers and employees to follow, especially regarding taxes. 

Even with substantial financial backing, many private/early-stage companies do not have enough resources to handle complex GAAP accounting and financial reporting for SBC awards. This can be problematic since larger investors or banks typically want a third party to sign off on the accuracy of the startup’s financials. They want assurances that the company is not doing anything fraudulent or failing to follow GAAP guidance. Also, being careless with SBC in your company’s early years can make it very costly and time-consuming to change from non-GAAP to GAAP standards as you prepare for an IPO, sale or other exit.

Setting the table

One of the top requirements is to determine fair market value for the company’s stock through a 409(a) valuation, which is required for tax compliance and necessary before optioning or issuing stocks. Typically, startups will need to undergo the 409(a) valuation once per year and any time after they raise funding. Companies should also provide reasonable guidance to employees about the tax consequences of various types of equity compensation. That’s very important since some employees, particularly young workers, have never received equity compensation before. When restricted stock awards provide ownership interest upon vesting, the 83(b) election allows these awards to be taxed at the grant date based on their FMV — even if they have not fully vested. By making an irrevocable 83(b) election within 30 days of the RSA grant, employees recognize taxable income immediately without waiting for vesting. This strategy can be beneficial if the stock’s value is expected to rise, since it minimizes ordinary income and maximizes capital gains upon sale. However, employees and their advisors should be cautious because taxes paid via this election are non-refundable if the RSA does not vest, or if its value declines. Generally, paying tax upfront is advantageous when the stock’s value is lower.

Five things that founders and financial teams often overlook regarding equity compensation

1. Being too generous: Founders might want to understand various types of share-based payment awards, such as stock options, restricted stock awards, restricted stock units, etc., that best align with the company’s expected growth and strategies. They might unintentionally give out too many shares in employee equity plans without taking into account long-term equity dilution. Without careful planning, founders could inadvertently allow employees to receive more financial benefits than the company planned for in a liquidity event. Also, the founders might not have enough shares to give up in later rounds of financing.

2. Vesting criteria too easy to meet: Share-based payment awards come with various vesting conditions, with a plain vanilla plan being a four-year service vesting requirement without other performance conditions or without taking market conditions into account. Founders and their financial teams may want to provide employees with additional conditions if the vesting conditions are easy to achieve. Otherwise, key employees might leave the company much sooner than expected. I’ve found over my career that the easier the vesting conditions, the less motivation employees tend to have to perform at a high level and attrition rates rise.

3. Vesting criteria too aggressive: Conversely, if the employer wants to make vesting more stringent or restrictive, it can add conditions such as EBITDA targets or IPO/change in control, which are considered performance conditions, or multiple of invested capital, which is a market condition. Stock-based compensation awards serve as incentives. Vesting conditions should be challenging enough to drive employees toward meaningful, but not unrealistic, achievement. If vesting goals are set too high, the awards may lose their motivational effect, working against their primary purpose of aligning employee efforts with company success.

4. Inconsistent record keeping: The executive team sometimes underestimates the amount of effort required to maintain legal documents, the cap table, vesting and exercising schedules. Good recordkeeping is crucial when the company goes through financial statement audits or financial due diligence. Without proper recordkeeping, financial statement audits and due diligence processes can be significantly prolonged. This can trigger higher audit and diligence fees, delays in closing the transaction, and even risking deal termination or substantial penalties (see the cautionary tale below).

5. Tax implications: The founders might overlook potential implications of income taxes and payroll taxes varying depending on the types of awards. Understanding the main differences between incentive stock options and non-qualified stock options is essential when creating equity incentive plans.

Accounting challenges regarding common forms of equity compensation

Startups frequently use equity compensation (e.g., stock options, restricted stock units, etc.), but many fail to grasp its accounting complexities. ASC 718 requires companies to recognize the FMV of these awards as an expense. Complexities arise with performance-based or market-based conditions, which require careful classification and tracking. Accountants must ensure that awards (liability or equity) are properly classified and they must monitor modifications that could lead to additional expenses.

Misclassifying these instruments above can result in misstated financial statements, which is especially problematic during audits or liquidity events (e.g., M&A, IPO). Failing to account properly for embedded derivatives or misclassifying equity and liabilities can lead to noncompliance with GAAP, potential penalties and loss of investor confidence. 

Cautionary tale

One of our startup clients initiated their first financial statement audit to prepare for a Series A capital raise. They expected to complete the audit within eight to ten weeks, which is typical for companies with adequate staffing and strong internal controls. However, the audit dragged on for over a year due to significant recordkeeping issues. The company lacked a cap table, despite issuing multiple classes of preferred equity, stock options, restricted stock units, restricted stock awards, convertible debt, SAFEs and warrants. Some equity awards had even been granted without board approval. Reconstructing the cap table required extensive time from the management team, causing substantial delays.

After completing the cap table, the company engaged a third-party consultant to determine the appropriate accounting treatment for these equity instruments under ASC 718, ASC 480 and ASC 815 — a process that took additional weeks. In the tighter capital environment of 2022 to 2024 marked by higher interest rates, the company ultimately failed to secure the necessary working capital to sustain operations. Furthermore, due to poor recordkeeping, the company was required to amend prior-year tax returns, resulting in hefty penalties.

This case underscores the importance of maintaining accurate records and clear internal controls to avoid costly delays and risks during audits and capital-raising efforts.

Equity compensation is one of the most important tools startups have for preserving cash flow and retaining top talent. As a CPA, you play a critical advisory role in ensuring the company accounts for these instruments correctly, reducing the risk of costly restatements and ensuring compliance during future liquidity events. The startup culture runs fast and furious with constant pivots and reiterations. Don’t let proper treatment of equity compensation get lost in all the excitement. That’s where you come in.

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Accounting

Tax Fraud Blotter: Feeling entitled

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Custom-made; alter ego trip; super Genius; and other highlights of recent tax cases.

Cerritos, California: Customs broker Frank Seung Noah, of Corona, California, has pleaded guilty to defrauding importers out of more than $5 million, including after he had been indicted on fraud charges, and to committing more than $1 million in tax evasion.

Noah owned and operated Comis International, a logistics and supply-chain company that offered customs import brokerage services on behalf of businesses. From 2007 to 2019, Comis was an import broker for Daiso, a Japan-based variety and value store with stores in the U.S. Noah provided Daiso with false customs duty forms and invoices to support fraudulent requests for reimbursement for duty fees. These forms inflated the total amounts, resulting in Daiso overpaying Noah nearly $3.4 million.

After Noah was indicted for defrauding Daiso in 2022, he continued to defraud other clients out of more than $2 million using a different scheme. Noah defrauded two other client companies by invoicing and receiving funds from the two victim companies and then pocketing the money and later altering bank statements to cover his fraud.

Noah also evaded payment of federal taxes, resulting in a loss to the IRS of approximately $2.4 million, with penalties and interest continuing to accrue. After agreeing with the IRS that he owed more than $1 million in taxes in 2014, he dodged IRS attempts to collect, including by paying for two homes in his former girlfriend’s name, using check-cashing businesses to avoid IRS levies of his bank accounts, lying to IRS agents and spending thousands of dollars on country club memberships, travel and golf.

Sentencing is May 8. Noah faces up to 20 years in prison for each of two counts of wire fraud and up to five years for the tax evasion count.

Tampa, Florida: Terence Taylor has pleaded guilty to obstructing and impeding the administration of the internal revenue laws for actions seeking to defeat the collection of back taxes he owed to the IRS.

Taylor was sentenced in 2012 for failing to file his income taxes for several years while he lived in New York. He owed more than $810,000 in taxes and was required to pay the tax debt during the term of his sentence.

For more than seven years, continuing after he moved to Florida, Taylor engaged in a series of acts to defeat IRS collection. He hid assets, placed other assets and income in the names of alter egos or nominees such as his wife, and used money that he could have used to pay off his back taxes to buy assets including boats, jewelry and a home.

Taylor continued to earn income as a financial consultant during those years after 2012. He used that income for numerous personal purposes and expenses and only minimally paid his federal tax debt.

The IRS had made extensive efforts to collect Taylor’s debt between 2004 and 2008. Aside from contacting Taylor many times, IRS officers sent numerous forms for him to detail his financial situation. He responded with false or incomplete information about his assets, including boats, and about his business and its accounts and dates of operation. Taylor used his business income and bank accounts after 2012 to pay personal expenses, including marina and yacht club expenses, boat expenses and jewelry purchases.

Taylor also failed to file personal income tax returns for several years after his New York sentence had ended. 

He faces a maximum of three years in prison.

Hands-in-jail-Blotter

Pennsauken, New Jersey: Business owner Tri Anh Tieu, of Camden, New Jersey, has admitted to conspiring to defraud the IRS by concealing cash wages paid to employees.

Tieu owned Tri States Staffing, which provided temporary workers to local businesses. Between the third quarter of 2018 and the second quarter of 2022, Tri States received more than $2.5 million in payments from customers.

Tieu paid employees in cash and failed to pay over the payroll taxes on those wages. He spent at least some of the unpaid taxes on personal expenditures, including gambling.

He admitted that he caused a tax loss of some $305,332.

The count of conspiracy to defraud the U.S. carries a maximum of five years in prison and a fine of up to $250,000. Sentencing is June 26.

Charleston, South Carolina: Business owner Jonathan Ramaci, of Mt. Pleasant, South Carolina, has been sentenced to 18 months in prison after pleading guilty to wire fraud and filing a false income tax return.

Ramaci defrauded the Small Business Administration in his application and receipt of some $214,000 in Paycheck Protection Program and Economic Injury Disaster Loan funds, submitting fraudulent tax documentation to the SBA for the PPP loan. For the EIDL loans, Ramaci falsely represented to the SBA the revenue and costs of goods sold for the businesses he was applying for.

From 2017 to 2021, Ramaci either failed to file or filed false income tax returns and owes the IRS $289,531. He paid personal expenses from a business he owned and operated, Elements of Genius, and did not report the expenses paid as income.

Los Angeles: Attorney Milton C. Grimes has been sentenced to 18 months in prison for evading more than $7.2 million in federal and state taxes over more than two decades.

He pleaded guilty late last year to one count of tax evasion relating to his 2014 taxes and admitted that he failed to pay $1,690,922 to the IRS. Grimes did not pay federal income taxes due for 23 years, 2002 through 2005, 2007, 2009 through 2011 and 2014 through 2023. The amount owed totaled $5,921,260, including tax, penalties and interest. Grimes also admitted he did not file a 2013 federal  return.

In addition to the federal tax evasion, Grimes admitted that he owed more than $1,313,231 in delinquent California taxes from 2014 to 2023.

Beginning in September 2011, the IRS attempted to collect Grimes’ taxes by issuing more than 30 levies on his personal bank accounts. From at least May 2014 to April 2020, he avoided payment by not depositing income he earned from his clients into his personal bank accounts. Instead, he purchased some 238 cashier’s checks totaling $16 million to keep the money out of the reach of the IRS. Grimes would also routinely purchase cashier’s checks and withdraw cash from his client trust account, his interest on lawyers’ trust accounts and his law firm’s bank account rather than pay the IRS.

Grimes was ordered to pay $7,236,556 in restitution, both to the IRS and to the California Franchise Tax Board.

Howey-in-the-Hills, Florida: Business owner Dorian Farmer has pleaded guilty to one count of failure to pay employment trust fund taxes and two counts of willfully failing to file returns. 

Farmer owned several area businesses and for years collected employment trust fund taxes from his employees. Rather than turning the money over to the IRS, Farmer took large, unreported cash distributions from one of his businesses. He also failed to file returns for himself and one of his businesses, Titleist Technologies, d.b.a. Summit Joint Performance, for tax year 2000.

Farmer’s acts resulted in a total tax loss of $806,653.

He faces up to five years in prison for the employment trust fund offense and up to a year in prison for each offense of willful failure to file a return.

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Accounting

AICPA releases framework for stablecoin reporting

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The American Institute of CPAs published information on reporting on stablecoins, a type of cryptocurrency, providing a framework to stablecoin issuers for presenting and disclosing information related to the tokens they issue, and to report on the availability of cash or other assets that back them.

Stablecoins are a kind of digital asset where the value is pegged to the assets backing them, such as U.S. currency, exchange-traded commodities like precious or industrial metals, or some other form of crypto.

The purpose of the AICPA’s Assurance Services Executive Committee document, 2025 Criteria for Stablecoin Reporting: Specific to Asset-Backed Fiat-Pegged Tokens, is to offer a framework for presenting and disclosing information about stablecoins to promote consistent reporting among issuers and boost trust in the stablecoin space.

The release comes as the Trump administration is taking a decidedly more welcoming attitude to the crypto industry, including announcing a crypto reserve and setting up a crypto task force at the previously skeptical Securities and Exchange Commission. 

Next month, as a second part of the stablecoin reporting criteria, the Assurance Services Executive Committee plans to release Proposed Criteria for Controls Supporting Token Operations: Specific to Asset-Backed Fiat-Pegged Tokens for public comment. As these control criteria are part of overall stablecoin reporting, they eventually will be incorporated into the 2025 Criteria for Stablecoin Reporting document once they’re finalized. 

“This is the first available framework for stablecoin issuers to report on stablecoins, and the AICPA is excited to be at the forefront of bringing transparency and consistency to the digital assets space,” said Ami Beers, senior director, assurance and advisory innovation at the AICPA & CIMA, in a statement Thursday. “These criteria will serve as the basis for evaluating the availability of redemption assets that back stablecoins in attestation services that practitioners provide to their clients, driving this dynamic practice area forward for the accounting profession.”

The 2025 Criteria for Stablecoin Reporting: Specific to Asset-Backed Fiat-Pegged Tokens can be found here. For more information relevant to stablecoins, practitioners can access the stablecoin reporting and assurance page.

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Accounting

CPA execs feel shakier about US economy

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CPA business executives’ outlook on the U.S. economy appears to be dimming, thanks to persistent inflation and growing worry over tariffs, according to a new survey from the AICPA & CIMA.

The quarterly survey found that the post-election jump in business executives’ optimism about the U.S. economy has moderated, dropping from a more than three-year high of 67% in the fourth quarter to 47% in the first quarter of this year. The survey polls chief executive officers, chief financial officers, controllers and other CPAs in U.S. companies who hold executive and senior management accounting roles.

The survey was conducted before the Trump Administration imposed tariffs this week on Canada, Mexico and China (and then delaying the tariffs today on Canada and Mexico for a month), but respondents were asked their general views about unspecified tariffs if they were put in place. Fifty-nine percent indicated that tariffs would have a negative effect on their businesses, while 85% said uncertainty surrounding the subject had influenced their business planning to some degree — nearly one in five (18%) described that impact as significant.

Inflation remained the top concern for CPA business execs, followed by issues related to staffing — employee and benefit costs (No. 2), availability of skilled personnel (No. 3), and staff turnover (No. 10). Domestic political leadership, which was absent from last quarter’s top 10 concerns, reemerged at No. 6.

“There are a lot of warning signs right now for business executives, particularly around inflation, payroll costs and consumer confidence, with tariffs adding another layer of uncertainty,” said Tom Hood, AICPA & CIMA’s executive vice president for business engagement and growth, in a statement Thursday. “That said, it’s important to recognize that economic optimism remains higher than at any point since mid-2021, aside from last quarter’s notable increase. Additionally, expansion plans have held steady from the previous quarter.”

The survey also found that business executives who said they were optimistic about their own organization’s outlook over the next 12 months dropped from 53% to 50%, quarter over quarter.

Revenue and profit expectations for the next 12 months both eased from the fourth quarter’s large increases. Revenue growth is now anticipated to be 3%, down from a 3.3% projection in the fourth quarter. Profit projections are now 2%, down from 2.2% last quarter.

Survey respondents who expect their businesses to expand over the next 12 months remained unchanged at 57%.

Some 39% of the business executives polled indicated they had too few employees in the first quarter, a 1% increase from the fourth quarter. One-in-five said they were ready to hire immediately, unchanged from last quarter.

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